T3 Defense Inc. filed a current report on October 29, 2026, disclosing the October 22, 2026 consummation of a $10,000,000 private placement of Series B Convertible Preferred Stock units to a single accredited investor.

Key Highlights

  • 200 units sold at $50,000 per unit for a total aggregate purchase price of $10,000,000.
  • Each unit consists of one share of Series B Convertible Preferred Stock (par value $0.0001) and common stock purchase warrants to initially purchase up to 14,851 shares of common stock.
  • Net proceeds of $6,605,000 were received after deducting principal and accrued interest on a Term Note dated September 8, 2026, and a placement agent cash fee equal to 3.5% of gross proceeds.
  • Placement agent Dawson James Securities Inc. acted under a Placement Agency Agreement dated September 4, 2025.
  • Exemption from registration relied upon under Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933.
  • T3 Defense is listed on NASDAQ:DFNS, and its warrants trade under the symbol DFNSW on the same exchange.

T3 Defense Completes Series B Preferred Placement With Single Accredited Investor

According to the filing, T3 Defense Inc., a Delaware-incorporated company headquartered at 575 Fifth Avenue, 14th Floor, New York, New York 10017, completed the sale of 200 units on October 22, 2026. The transaction was made pursuant to a Securities Purchase Agreement dated February 24, 2026, with a single accredited investor, and the company disclosed that the terms of that agreement, as well as the terms of the Series B Preferred Stock and Common Warrants, were previously reported in a current report filed with the SEC on February 25, 2026.

The filing states that the company received net proceeds of $6,605,000 from the transaction. The difference between the $10,000,000 gross purchase price and the net proceeds reflects the deduction of principal and accrued interest on a Term Note dated September 8, 2026, owed to the investor, as well as a payment to Dawson James Securities Inc. The placement agent received a cash fee equal to 3.5% of the gross proceeds raised under the Placement Agency Agreement dated September 4, 2025, according to the filing.

The securities were issued without registration under the Securities Act of 1933, as amended. The company disclosed that the Series B Preferred Stock and Common Warrants were issued "pursuant to an exemption from registration under Section 4(a)(2) and/or Rule 506 of Regulation D," and that the company relied on this exemption "based in part on representations made by the investor in the Securities Purchase Agreement." The company is identified in the filing as an emerging growth company under applicable SEC rules. The report was signed by Menachem Shalom, Chief Executive Officer, on October 29, 2026.

What Was Disclosed

T3 Defense Inc. reported the closing of a $10,000,000 private placement of 200 Series B Convertible Preferred Stock units, each including warrants for up to 14,851 shares of common stock, resulting in net proceeds of $6,605,000 after fees and note repayment.